SEC Comment Letter 0000000000-24-006652 to Hagerty, Inc. (HGTY, HGTPW) (CIK 0001840776) (HGTY)
Hagerty, Inc. (HGTY, HGTPW) (CIK 0001840776)
Date: June 10, 2024 · CIK: 0001840776 · Accession: 0000000000-24-006652
AI Filing Summary & Sentiment
File numbers found in text: 333-279919
Letter
United States securities and exchange commission logo June 10, 2024 Kevin Criddle Partner, DLA Piper LLP (US) Hagerty, Inc. 2525 East Camelback Road, Suite 1000 Phoenix, Arizona 85016 Re:Hagerty, Inc. SC TO-I filed June 3, 2024 File No. 005-92476color:white;"_ Registration Statement on Form S-4 Filed June 3, 2024 File No. 333-279919 Dear Kevin Criddle: We have reviewed your filings and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Schedule TO-I General 1.We note that you entered into tender and support agreements with holders of approximately 44.3% of the Public Warrants, 57.2% of the Private Placement Warrants and 81.5% of the PIPE Warrants. We also note that, with respect to the holders of such warrants, you appear to have completed the exchange privately. Please provide us your analysis as to why you believe you may register the issuance of shares to such holders.
FirstName LastNameKevin Criddle Comapany NameHagerty, Inc. June 10, 2024 Page 2 FirstName LastName Kevin Criddle Hagerty, Inc. June 10, 2024 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Daniel Duchovny at 202-551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
June 10, 2024
Kevin Criddle
Partner, DLA Piper LLP (US)
Hagerty, Inc.
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016
Re:Hagerty, Inc.
SC TO-I filed June 3, 2024
File No. 005-92476color:white;"_
Registration Statement on Form S-4
Filed June 3, 2024
File No. 333-279919
Dear Kevin Criddle:
We have reviewed your filings and have the following comment. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Schedule TO-I
General
1.We note that you entered into tender and support agreements with holders
of approximately 44.3% of the Public Warrants, 57.2% of the Private Placement Warrants
and 81.5% of the PIPE Warrants. We also note that, with respect to the holders of such
warrants, you appear to have completed the exchange privately. Please provide us your
analysis as to why you believe you may register the issuance of shares to such holders.
FirstName LastNameKevin Criddle
Comapany NameHagerty, Inc.
June 10, 2024 Page 2
FirstName LastName
Kevin Criddle
Hagerty, Inc.
June 10, 2024
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions